Peter Luo Amends Adagene Inc. Ownership Filing

TL;DR

Peter Luo updated his Adagene Inc. ownership filing on March 1st, related to an event on Jan 19th.

AI Summary

On March 1, 2024, Peter Luo filed an amendment (Amendment No. 2) to Schedule 13D for Adagene Inc. This filing indicates a change in beneficial ownership of Adagene Inc.'s ordinary shares. The filing was made as of March 1, 2024, with the date of the event requiring the filing being January 19, 2024.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Adagene Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant strategic moves or potential takeovers, introducing uncertainty.

Key Numbers

• 20240301 — Filing Date (Date the amendment was filed with the SEC)
• 20240119 — Event Date (Date of the event that triggered the filing requirement)

Key Players & Entities

• Peter Luo (person) — Filing party and authorized contact
• Adagene Inc. (company) — Subject company
• HAN 2020 IRREVOCABLE TRUST (company) — Group member

FAQ

Key Financial Figures

• $0.0001 — ssuer) Ordinary shares, par value USD $0.0001 per share (Title of Class of Securitie

Filing Documents

• tm247478d1_sc13da.htm (SC 13D/A) — 58KB
• tm247478d1_ex99-a.htm (EX-99.A) — 49KB
• tm247478d1_ex99-b.htm (EX-99.B) — 5KB
• 0001104659-24-030002.txt ( ) — 113KB

Security

Item 1. Security and Issuer . This a Cayman Islands exempted company (the “Issuer”). The address of the principal executive offices of the Issuer is 4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial Park, Suzhou, Jiangsu Province, 215123, People’s Republic of China

Identity and Background

Item 2. Identity and Background. (a)(b)(c)(f) This laws of California (collectively, the “Reporting Persons”). Mr. Luo is the Chief Executive Officer, Chairman and Director of the Issuer. The principal business address of the Reporting Persons is 6042 Cornerstone Ct W, Suite E, San Diego, CA 92121. (d)(e) Other than as described below, in the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The source of funds used in purchasing the securities beneficially owned by the Reporting Persons are personal funds, except with respect to ordinary shares underlying or acquired in connection with the exercise of options granted by the Reporting Persons to the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction. On August 31, 2023, a member of the Peter Luo-Acting-in-Concert-Group (as defined below) gifted 80,000 ordinary shares to a family member for nil consideration. On September 28, 2023, Fangyong (Felix) Du’s resignation became effective; therefore, Fangyong (Felix) Du is no longer subject to the concert party agreement due to his departure from the Issuer. Accordingly, on the same day, the Reporting Persons ceased to beneficially own the voting power with respect to Fangyong (Felix) Du’s 1,292,688 ordinary shares. On December 11, 2023, Mr. Luo gifted 250,000 ordinary shares to a family member for nil consideration. On January 19, 2024, Mr. Luo transferred 4,000,000 ordinary shares to HAN 2020 Irrevocable Trust, which Xiaohong She is the Trustee and may be deemed the beneficial owner, for estate planning purpose. On January 31, 2024, Mr. Luo transferred 2,000,000 ordinary shares to HAN 2020 Irrevocable Trust, which Xiaohong She is the Trustee and may be deemed the beneficial owner, for estate planning purpose. On January 31, 2024, a member of the Peter Luo-Acting-in-Concert-Group received 80,000 ordinary shares from such person’s family member for nil consideration. CUSIP: 005329 107** Page 6 of 8 Pages The Reporting Persons acquired the ordinary shares reported herein for investment and estate planning purposes, in the ordinary course of business. Other than as disclosed in this Amendment, the Reporting Persons currently do not have any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of the Schedule 13D. Mr. Luo is the Chief Executive Officer and the Chairman of the Board of Directors of the Issuer. The Reporting Persons, including members of the Peter Luo-Acting-in-Concert-Group, may acquire additional ordinary shares in the ordinary course of business, including in connection with outstanding options or additional options to be grante

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) and (b) The information set forth in the cover page for the Reporting Persons is hereby incorporated by reference. (c)Other than as discussed in this Amendment, including with respect to ordinary shares underlying options, during the past sixty days prior to the date of this statement, the Reporting Persons have not acquired any shares of the Issuer’s Ordinary Shares. (d)No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of ordinary shares of the Issuer owned by the Reporting Persons. (e)Not applicable.

Contracts, Arrangements, Understandings or Relationships With

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On December 14, 2020, Peter Luo, Fangyong (Felix) Du, Ping Ren, Dr. Hua Gong, JC Xu, Qinghai Zhao, Man Kin (Raymond) Tam, Xiaohong (Kristine) She, Yan Li, Guizhong Liu, Alexander Goergen, and, on February 18, 2021, Yu (Albert) Ren) (together, the “Peter Luo-Acting-in-Concert-Group”) entered into a concert party agreement (the “Agreement”), pursuant to which the parties agree to (i) always be acting in concert in respect of their respective direct or indirect voting rights at our shareholders’ general meetings, (ii) recognize the controlling position of Peter Luo; and (iii) act in concert in accordance with Peter Luo’s opinions in respect of the daily operations and management and the major decision-making of the Issuer. Dr. Hua Gong , Yu (Albert) Ren and Fangyong (Felix) Du are no longer subject to the concert party agreement due to their departure from the Issuer. CUSIP: 005329 107** Page 7 of 8 Pages

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit No. Description A Concert Party Agreement dated December 14, 2020 among members of Peter Luo-Acting-in-Concert-Group. B Joint Filing Agreement by and between Peter Luo and HAN 2020 Irrevocable Trust, dated, March 1, 2024. CUSIP: 005329 107** Page 8 of8 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date:March 1, 2024 PETER LUO /s/ Peter Luo Name: Peter Luo HAN 2020 IRREVOCABLE Trust /s/ Xiaohong She Name: Xiaohong She Title: Trustee

View Full Filing

View this SC 13D/A filing on SEC EDGAR